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Battaglia Enterprises, Inc v. Superior Court of San Diego County

April 11, 2013

BATTAGLIA ENTERPRISES, INC., PETITIONER,
v.
SUPERIOR COURT OF SAN DIEGO COUNTY, RESPONDENT, YARD HOUSE USA, INC., ET AL., REAL PARTIES IN INTEREST.



Petition for writ of mandate from an order of the Superior Court of San Diego County, William S. Dato, Judge. (Super. Ct. No. 37-2012-00090552-CU-BC-CTL)

The opinion of the court was delivered by: Aaron, J.

CERTIFIED FOR PUBLICATION

Petition denied.

I.

INTRODUCTION

Petitioner and plaintiff in the underlying action, Battaglia Enterprises, Inc. (Battaglia) filed suit against defendants Yard House USA, Inc., Yard House USA, LLC, and Yard House Restaurants, LLC (jointly "Yard House") in the Superior Court of San Diego County for breach of contract. Yard House moved to transfer the action to Orange County, citing a venue selection clause to which the parties had agreed in the contract giving rise to the suit. The trial court granted the motion.

Battaglia filed a petition for writ of mandate seeking relief from the trial court's order transferring the underlying action from the Superior Court of San Diego County to the Superior Court of Orange County. In its petition, Battaglia argues that the trial court erroneously gave effect to the parties' agreement concerning the place of venue for any action between them arising from their contract. Battaglia maintains that venue selection clauses are void, per se, under long-standing California Supreme Court precedent as set forth in General Acceptance Corp. v. Robinson (1929) 207 Cal. 285 (General Acceptance). We disagree with Battaglia's broad reading of General Acceptance, and conclude that the trial court properly granted Yard House's motion to transfer venue to Orange County.

II.

FACTUAL AND PROCEDURAL BACKGROUND

A. Factual background

Battaglia is a wholesale food distributor with its principal place of business in San Diego, California. In 2006, Yard House contracted with Battaglia for Battaglia to supply food products to some of Yard House's restaurants. In 2010, Battaglia and Yard House entered into a new "Master Foodservice Distribution Agreement" (the "2010 MFDA").

Under the 2010 MFDA, Yard House agreed to a minimum purchase volume of $15 million annually from Battaglia.

The 2010 MFDA contained a venue selection clause that provided in relevant part, that "any litigation related to or arising from this Agreement may be brought only in a state or federal court located within Orange County, CA and the parties consent to the jurisdiction of such court."

In mid-February 2011, Yard House sought to change some of the terms of the parties' agreement, including the guaranteed purchasing volume provision. Apparently Yard House had been unhappy with Battaglia's performance under the 2010 MFDA. On February 18, 2011, Yard House emailed a letter to Battaglia seeking to unilaterally terminate ...


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